Exhibit 10.5


 





AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as
of December 30, 2016 by
and between Dragon Victory International Limited, a company incorporated and existing under the laws of the Cayman Islands (the
“Company”), and Chao Fu Chen, an individual (the “Executive”). The term “Company”
as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its
direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively,
the “Group”).

 


RECITALS


 


The
Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as
defined below), and the Company and the Executive previously entered into an employment agreement, dated August 1, 2016; and


 


The Company and the Executive desire to amend and restate the employment agreement on the terms and conditions set forth herein.






 


The
Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.


 


AGREEMENT


The
parties hereto agree as follows:


 


	 	1.	POSITION


 


The
Executive hereby accepts a position of Chief Operating Officer of the Company (the “Employment”).


 


	 	2.	TERM


 


Subject
to the terms and conditions of this Agreement, the initial term of the Employment shall be three years, commencing on August
1, 2016 (the “Effective Date”), unless terminated earlier pursuant to the terms of this Agreement. Upon
expiration of the three-year term, the Employment shall be automatically extended for successive one -year terms unless either
party gives the other party hereto a three-month prior written notice to terminate the Employment prior to the expiration of such
one-year term or unless terminated earlier pursuant to the terms of this Agreement.


 


	 	3.	PROBATION


 


No
probationary period.


 


	 	4.	DUTIES AND RESPONSIBILITIES


 


The
Executive’s duties at the Company will include all jobs assigned by the Company’s Board of Directors (the “Board”)
and/or the Chief Executive Officer of the Company.


 


The
Executive shall devote all of his/her working time, attention and skills to the performance of his/her duties at the Company and
shall faithfully and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of
Association of the Company (the “Articles of Association”), and the guidelines, policies and procedures of
the Company approved from time to time by the Board.


 






     


    	 	 	 



    

 





	 	5.	NO BREACH OF
    CONTRACT


The
Executive shall use his/her best efforts to perform his/her duties hereunder. The Executive shall not, without prior consent
of the Board, become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall
not be concerned or interested in any business or entity that directly or indirectly competes with the Group (any such business
or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding
shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere, provided
however, that the Executive shall notify the Company in writing prior to his/her obtaining a proposed interest in such
shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. The
Company shall have the right to require the Executive to resign from any board or similar body which he/she may then serve if
the Board reasonably determines in writing that the Executive’s service on such board or body interferes with the effective
discharge of the Executive’s duties and responsibilities to the Company or that any business related to such service is
then in competition with any business of the Company or any of its subsidiaries or affiliates.


 


The
Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the
performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene,
the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements that are
required to be entered into by and between the Executive and any member of the Group pursuant to applicable law of the jurisdiction
where the Executive is based, if any; (ii) that the Executive has no information (including, without limitation, confidential
information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering
into this Agreement or carrying out his/her duties hereunder; (iii) that the Executive is not bound by any confidentiality,
trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group,
as the case may be.


 


	 	6.	LOCATION


 


The
Executive will be based in [Hangzhou, the People’s Republic of China], until both parties hereto agree to change otherwise.
The Executive acknowledges that he/she may be required to travel from time to time in the course of performing his/her duties
for the Company.


 


	 	7.	COMPENSATION
    AND BENEFITS


 


	 	(a)	Compensation. The
    Executive’s cash compensation (inclusive of the statutory welfare reserves that the Company is required to set aside
    for the Executive under applicable law) shall be provided by the Company in a separate schedule A attached herein (“Schedule
    A”) or as specified in a separate agreement between the executive and the company’s designated subsidiary or affiliated
    entity, subject to annual review and adjustment by the Company or the compensation committee of the Board. The cash
    compensation may be paid by the Company, a subsidiary or affiliated entity or a combination thereof, as designated
    by the Company from time to time.


 


	 	(b)	Equity
    Incentives. To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible
    to participate in such plan pursuant to the terms thereof.


 


	 	(c)	Benefits. The
    Executive is eligible for participation in any standard employee benefit plan of the Company that currently exists or may
    be adopted by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance
    plan and travel/holiday plan.


 

	 	(d)	The Cash Compensation set forth in Section 7 (a) and Benefits set forth in Section 7 (c) shall become payable upon the Company becomes a public reporting company in the U.S.


 






     


    	 	 	 



    

  


	 	8.	TERMINATION OF
    THE AGREEMENT


 


	 	(a)	By
    the Company. The Company may terminate the Employment for cause, at any time, without notice or remuneration, if
    the Executive (1) commits any serious or persistent breach or non-observance of the terms and conditions of your employment;
    (2) is convicted of a criminal offence other than one which in the opinion of the Board does not affect the executive’s
    position as an employee of the Company, bearing in mind the nature of your duties and the capacity in which the executive
    is employed; (3) willfully disobeys a lawful and reasonable order; (4) misconducts himself/herself and such conduct
    being inconsistent with the due and faithful discharge of the Executive’s material duties; (5) is guilty of fraud
    or dishonesty; or (6) is habitually neglectful in his/her duties. The Company may terminate the Employment without cause
    at any time with a three-month prior written notice to the Executive or by payment of three months’ salary in lieu of
    notice.


 


	 	(b)	By
    the Executive. The Executive may terminate the Employment at any time with a three-month prior written notice to
    the Company or by payment of three months’ salary in lieu of notice. In addition, the Executive may resign prior
    to the expiration of the Agreement if such resignation or an alternative arrangement with respect to the Employment is approved
    by the Board.


 


	 	(c)	Notice
    of Termination. Any termination of the Executive’s employment under this Agreement shall be communicated by
    written notice of termination from the terminating party to the other party. The notice of termination shall indicate
    the specific provision(s) of this Agreement relied upon in effecting the termination.


 


	 	9.	CONFIDENTIALITY
    AND NONDISCLOSURE


 


	 	(a)	Confidentiality
    and Non-disclosure. The Executive hereby agrees at all times during the term of his/her employment and after termination,
    to hold in the strictest confidence, and not to use, except for the benefit of the Group, or to disclose to any person, corporation
    or other entity without written consent of the Company, any Confidential Information. The Executive understands that “Confidential
    Information” means any proprietary or confidential information of the Group, its affiliates, their clients, customers
    or partners, and the Group’s licensors, including, without limitation, technical data, trade secrets, research and development
    information, product plans, services, customer lists and customers (including, but not limited to, customers of the Group
    on whom the Executive called or with whom the Executive became acquainted during the term of his/her employment), supplier
    lists and suppliers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering,
    hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures,
    licensors, licensees, distributors and other persons with whom the Group does business, information regarding the skills and
    compensation of other employees of the Group or other business information disclosed to the Executive by or obtained by the
    Executive from the Group, its affiliates, or their clients, customers or partners either directly or indirectly in writing,
    orally or by drawings or observation of parts or equipment, if specifically indicated to be confidential or reasonably expected
    to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that is generally
    available and known to the public through no fault of the Executive.


 


	 	(b)	Company
    Property. The Executive understands that all documents (including computer records, facsimile and e-mail) and
    materials created, received or transmitted in connection with his/her work or using the facilities of the Group are property
    of the Group and subject to inspection by the Group, at any time. Upon termination of the Executive’s employment with
    the Company (or at any other time when requested by the Company), the Executive will promptly deliver to the Company all documents
    and materials of any nature pertaining to his/her work with the Company and will provide written certification of his compliance
    with this Agreement. Under no circumstances will the Executive have, following his/her termination, in his/her possession
    any property of the Group, or any documents or materials or copies thereof containing any Confidential Information.


 


	 	(c)	Former
    Employer Information. The Executive agrees that he has not and will not, during the term of his/her employment, (i) improperly
    use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the
    Executive has an agreement or duty to keep in confidence information acquired by Executive, if any, or (ii) bring into
    the premises of the Group any document or confidential or proprietary information belonging to such former employer, person
    or entity unless consented to in writing by such former employer, person or entity. The Executive will indemnify the
    Group and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’
    fees and costs of suit, arising out of or in connection with any violation of the foregoing.


 






     


    	 	 	 



    

  


	 	(d)	Third
    Party Information. The Executive recognizes that the Group may have received, and in the future may receive, from
    third parties their confidential or proprietary information subject to a duty on the Group’s part to maintain the confidentiality
    of such information and to use it only for certain limited purposes. The Executive agrees that the Executive owes the
    Group and such third parties, during the Executive’s employment by the Company and thereafter, a duty to hold all such
    confidential or proprietary information in the strictest confidence and not to disclose it to any person or firm and to use
    it in a manner consistent with, and for the limited purposes permitted by, the Group’s agreement with such third party.


 


This
Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9,
the Company shall have right to seek remedies permissible under applicable law.


 


	 	10.	WITHHOLDING TAXES


 


Notwithstanding
anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts
otherwise due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment,
or other taxes as may be required to be withheld pursuant to any applicable law or regulation.


 


	 	11.	NOTIFICATION
    OF NEW EMPLOYER


 


In
the event that the Executive leaves the employ of the Company, the Executive hereby grants consent to notification by the Company
to his/her new employer about his/her rights and obligations under this Agreement.


 


	 	12.	ASSIGNMENT


 


This
Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer
this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or
transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in
the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to
any other individual(s) or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the
benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations
of the Company hereunder.


 


	 	13.	SEVERABILITY


 


If
any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or
applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions
of this Agreement are declared to be severable.


 






     


    	 	 	 



    

  


	 	14.	ENTIRE AGREEMENT


 


This
Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the
Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, other than any
such agreement under any employment agreement entered into with a subsidiary of the Company at the request of the Company to the
extent such agreement does not conflict with any of the provisions herein. The Executive acknowledges that he/she has not
entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. Any
amendment to this Agreement must be in writing and signed by the Executive and the Company.


 


	 	15.	REPRESENTATIONS


 


The
Executive hereby agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement.
The Executive hereby represents that the Executive’s performance of all the terms of this Agreement will not breach any
agreement to keep in confidence proprietary information acquired by the Executive in confidence or in trust prior to his/her employment
by the Company. The Executive has not entered into, and hereby agrees that he/she will not enter into, any oral or written agreement
in conflict with this Section 18. The Executive represents that the Executive will consult his/her own consultants for tax
advice and is not relying on the Company for any tax advice with respect to this Agreement or any provisions hereunder.


 


	 	16.	GOVERNING LAW


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York.


 


	 	17.	ARBITRATION


 


Any
dispute arising out of, in connection with or relating to, this Agreement shall be resolved through arbitration pursuant to this
Section 20. The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration
Centre (the “Centre”) in accordance with the rules of the United Nations Commission of International Trade Law (“UNCITRAL
Rules”) in effect at the time of the arbitration. There shall be one arbitrator. The award of the arbitration tribunal shall
be final and binding upon the disputing parties, and any party may apply to a court of competent jurisdiction for enforcement
of such award.


 


	 	18.	AMENDMENT


 


This
Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly
referring to this Agreement, which agreement is executed by both of the parties hereto.


 


	 	19.	WAIVER


 


Neither
the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other
or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power
or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to
any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted
such waiver.


 






     


    	 	 	 



    

  


	 	20.	NOTICES


 


All
notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor,
or (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party.


 


	 	21.	COUNTERPARTS


 


This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose
signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties
reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals
for any purpose.


 


	 	22.	NO INTERPRETATION
    AGAINST DRAFTER


 


Each
party recognizes that this Agreement is a legally binding contract and acknowledges that such party has had the opportunity to
consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed
against either party on the basis of that party being the drafter of such terms. The Executive agrees and acknowledges that
he/she has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel
prior to entering into this Agreement and has ample opportunity to do so.


 


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of this page has been intentionally left blank.]


 


 


 


 


 




     


    	 	 	 



    

 


 


IN
WITNESS WHEREOF, this Agreement has been executed as of the date first written above.


 


	Dragon
    Victory International Limited	 
	 	 	 
	By:	 	/s/
        Yu Han
	
	Name:	 	Yu
    Han	 
	Title:	 	Chief
    Executive Officer	 


 


Executive


 


	Signature:	 	/s/
        Chao fu Chen 
	
	Name:	 	Chao
    fu Chen 	 



 


 


 


[Signature
Page to Employment Agreement]


 


 


 


 


 



     


    	 	 	 



    




 





Schedule
A:


 


Annual compensation is $96,000.